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Suyog Telematics Ltd

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BSE Code : 537259 | NSE Symbol : SUYOG | ISIN : INE442P01014 | Industry : Telecomm Equipment & Infra Services |


Directors Reports

Dear Members,

The Directors are pleased to present to you the 29th Annual Report of the business and operations of Suyog Telematics Limited (“the Company” or “Suyog”) along with the audited financial statements for the financial year ended March 31, 2024.

Financial Performance:

Summary of the operations of the Company for the financial year ended March 31, 2024 is as follows:

(Rs. in Lakhs)

PARTICULARS

2023-24 2022-23

Revenue

17427.46 15228.23

Total Expenditure

6877.06 6685.06

Net Profit/(Loss) Before Depreciation and Tax

10550.40 8543.17

Depreciation

3410.48 2643.21

Profit/ (Loss) Before Tax for the year

7139.92 5899.96

Tax

808.68 1269.37

Net Profit

6331.24 4630.59

Equity

1066.21 1048.24

Other Equity

28773.17 22377.65

Net Block

37267.35 34280.49

Net Current Assets

8694.29 10271.76

Cash and Cash Equivalents (including bank balances)

365.10 217.49

Earnings/(Loss) per Share

- 44.17

(Basic) (in Rs.)

59.38 44.17

(Diluted) (in Rs.)

59.38 44.17

The net revenues from operations grew by 16% to 166.61 Crores. Profit before tax increased by 21.02% to 71.40 Crores. The net profit was 63.31 Crores (38% of net revenue), compared to 46.30 Crores in the previous year. Expenditure increased by 6.48% to 88.27 Crores (inclusive of interest expenses but excluding depreciation).

The operating and financial performance of your Company has been covered in the Management Discussion and Analysis Report which forms part of the Annual Report.

Business Overview:

Suyog specializes in the development, ownership, and operation of telecommunication towers and optical fiber cable (OFC) systems, in addition to other pertinent infrastructure assets. The Company's primary mission is to provide these passive infrastructure resources to a diverse array of wireless and communications service providers on a shared basis, there by facilitating their efficient network expansion and enhancement endeavors. These service providers rely on our telecommunication towers to house and maintain their active communication equipment, thereby ensuring the uninterrupted and seamless functioning of their wireless communication services.

Our three largest customers are Bharti Airtel, Vodafone Idea, and Reliance Jio, which are the leading wireless telecommunication service providers in India by wireless revenue.

Recently, the Company has entered into an arrangement with Bharat Sanchar Nigam Limited (BSNL) for an aggressive rollout of sites on the IP1 model across India, including the critical Mumbai and Delhi Circles. All sites will have a 10 year lock-in period with a Master Service Agreement (“MSA”) tenure of 15 years.

Currently, the Company maintains a strong presence in key regions throughout India, including, Maharashtra, Gujarat, Delhi, Rajasthan, Karnataka, Tamil Nadu, Andhra Pradesh, Odisha, Assam, North East, West Bengal, and Uttarakhand. We are also expanding our reach to cover PAN India.

Dividend:

The Board of Directors periodically assesses the Company's ability and need to distribute dividends to its shareholders, aiming to balance profitability with long-term growth objectives. In making this decision, the Board considers various factors, including current and future earnings, cash flow projections, capital expenditure needs for ongoing and future projects, contingencies, and regulatory and economic conditions. Based on these evaluations, the Board have recommended a dividend distribution of up to Rs. 1.25 per share for the financial year 2023-24. This recommendation has been made in accordance with the provisions of the Companies Act, 2013 and subject to shareholder approval at the upcoming 29th Annual General Meeting.

The Company declared a dividend of Rs. 0.50 per share in the financial year 2022-2023, as approved by the shareholders at the 28th Annual General Meeting. Details of the unclaimed dividend as of March 31, 2024, are available on the Company's website at https://suyogtelematics.co.in/shareholder-communication. Shareholders who have a claim on this dividend are requested to contact our Registrar and Share Transfer Agents, Bigshare Services Private Limited, at info@bigshareonline.com.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations') is available on the Company's website at http://suyogtelematics.co.in/corporate-governance-3-2/ - Dividend Distribution Policy

Nodal Officer:

In accordance with the provisions of Rule (2A) of Rule 7 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, Mr. AjayKumar Sharma, Chief Financial Officer, has been appointed as the Nodal Officer of the Company. The details are available on the Company's website at www.suyogtelematics.co.in

Transfer to Reserves:

The Board has decided to retain the entire amount of profits for FY 2024 in the profit and loss account and does not propose to transfer amounts to the general reserve out of the amount available for appropriation.

Share Capital:

There has been no change in the authorized share capital of the Company during the financial year 2023-24. Accordingly, as on March 31, 2024, the Authorized share capital stood at INR 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crores and Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

The Company allotted 54,400 equity shares on July 4, 2023, and 1,25,320 equity shares on October 7, 2023, to the option holders, who exercised their stock options under the ESOP Plan 2018. As a result, the paid-up equity share capital increased by 1,79,720 equity shares with a face value of 10/- each. As of March 31, 2024, the paid-up share capital of the Company is 10,66,21,200/-, consisting of 1,06,62,120 fully paid-up equity shares of 10/- each.

Fund raised during the Financial Year:

The Company, through a special resolution passed at the 28th Annual General Meeting held on September 11, 2023, approved the issuance of 10,55,000 Fully Convertible Equity Warrants via a preferential issue on a private placement basis to the Promoters. The allotment of these warrants was completed on April 12, 2024.

However, the Company has not issued shares with differential voting rights, nor has it granted any stock options or sweat equity.

Employee Stock Options:

The Nomination & Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees' Stock Option Plan of the Company. During the year under review, there was no change in the ESOP schemes of the Company.

The Company has one operative Employee Stock Option Schemes i.e. “Suyog Stock Option Scheme 2018” (“Suyog ESOP 2018") with an objective to reward the Eligible Employees for their performance in the Company and to share the wealth created by the Company with them.

The above Schemes are in line with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB & SE Regulations”) The Company has obtained certificates from the Secretarial Auditors of the Company stating that the Schemes have been implemented in accordance with the SBEB & SE Regulations and the resolutions passed by the members. The certificates are available for inspection by members in electronic mode. The details as required to be disclosed under the SBEB & SE Regulations can be accessed at https://suyogtelematics.co.in/results/

Public Deposits:

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 (the Act) read with Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2024, there were no deposits lying unpaid or unclaimed.

Particulars of Loans, Guarantees or Investments:

The particulars of loans given, guarantees given, investments made and securities provided by the Company during the year under review, are in compliance with the provisions of Section 186 of the Act and the Rules made thereunder and details are given in the Notes to the Financial Statements forming part of the Annual Report. All the loans given by the Company to the body corporate are towards business purpose.

Particulars of Contracts or Arrangements with related parties referred to in section 188(1) of the Companies Act, 2013:

All related party transactions that were entered into during the year were on arm's length basis and in the ordinary course of business except as disclosed in Form AOC 2 which forms part of the Board Report as Annexure I. The Audit Committee has approved the related party transactions and subsequently the same were approved by the Board of Directors from time to time and the same are disclosed in the Financial Statements of the Company for the year under review.

Further, pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board of Directors has, on recommendation of its Audit Committee, adopted a Policy on Related Party Transactions and the said policy is available on the website of the Company at http://suyogtelematics.co.in/corporate-governance-3-2/

During the year, the Company has borrowed fund from Mr. Shivshankar G. Lature, Managing Director, are not at arm's length basis, to enable it to meet cash flow requirements, which falls under the purview of Related Party Transaction. The details of the said transaction are also mentioned in Form AOC-2 which forms part of the Directors' Report.

Directors:

As on March 31, 2024, the Board of Directors of your Company comprises of Eight (8) Directors consisting of a Managing Director, Two (2) Whole Time Director and Five (5) Non-Executive and Independent Directors, out of which Four (4) are Independent Directors including one Woman Independent Director. The constitution of the Board of the Company is in accordance with Section 149 of the Act, and Regulation 17 of SEBI Listing Regulations.On the basis of the written representations received from the directors, none of the above directors are disqualified under Section 164 (2) of the Act.

The Company has adhered to Section 152 of the Companies Act, 2013. Mr. Vivek Lature, who retired by rotation, was reappointed as a Director at the 28th Annual General Meeting. The Board recommends the reappointment of Mrs. Suchitra Lature, who also retires by rotation and, being the longest-serving director, is eligible and has offered herself for reappointment.

Declaration of Independence:

The Company has received declarations from the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Act along with the Rules framed thereunder and Regulation 16 of SEBI Listing Regulation. Also, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, remuneration, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company. The Independent Directors have confirmed that they have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Director of the Company and the Board is satisfied of the integrity, expertise, and experience including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder of Independent Director on the Board.

Annual Evaluation

The Nomination & Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board and individual directors including the Independent Directors and Chairperson covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its committees, Board Culture, execution and performance of specific duties, obligations and governance. It includes circulation of evaluation forms separately for evaluation of the Board, its Committees, Independent Directors / Non-Executive Directors / Executive Directors and the Chairman of your Company. In a separate meeting of independent directors which was held on March 19, 2024, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

Key Managerial Personnel:

In terms of Section 203 of the Act, following are the KMP of the Company as on March 31, 2024: Mr. Shivshankar Lature, Managing Director Mr. Vivek Lature, Whole Time Director Ms. Subhashita Lature, Whole Time Director Mr. Ajay Kumar Banwarilal Sharma, Chief Financial Officer Ms. Aarti Kamlesh Shukla, Company Secretary and Compliance Officer

Senior Management Personnel:

In terms of the SEBI Listing Regulations, the Company has identified the “Senior Management Personnel” which comprise all the Key Managerial Personnel of the Company excluding Non-Executive and Independent Directors and includes the Business Heads and Head Fiber and Media.

Number of Meetings of Board of Directors:

During the year, the Board of Directors are met Seven (7) times, the details of which are given in the Corporate Governance Report. The intervening gap between two consecutive meetings was within the period prescribed under the Act, Secretarial Standards on Board Meetings and SEBI Listing Regulations as amended from time to time.

Committees of the Board:

The Board of Directors of your Company have formed various Committees, as per the provisions of the Act and as per SEBI Listing Regulations and as a part of the best corporate governance practices, the terms of reference and the constitution of those Committees is in compliance with the applicable laws.

In order to ensure focused attention on business and for better governance and accountability, the Board has constituted the following committees:

a) Audit Committee

As of March 31, 2024, the Audit Committee consists of Mr. Anand Ganpat Kode, Mrs. Leena Govekar, and Mr. Vivek Lature as its members. The Committee is chaired by Mr. Anand Ganpat Kode and includes a majority of Independent Directors.

b) Nomination and Remuneration Committee

As of March 31, 2024, the Nomination and Remuneration Committee comprises Mr. Anand Ganpat Kode, Mrs. Leena Govekar, and Mrs. Suchitra Shivshankar Lature as its members. The Committee, which has a majority of Independent Directors, is chaired by Mr. Anand Ganpat Kode.

c) Stakeholders Relationship Committee

As on March 31, 2024, the Stakeholders' Relationship Committee is comprises Mr. Anand Ganpat Kode, as the Chairman, Mr. Shivshankar Lature, and Mrs. Suchitra Shivshankar Lature, as its members.

d) Corporate Social Responsibility Committee

As on March 31, 2024, the Corporate Social Responsibility Committee is comprises Mr. Anand Ganpat Kode as the Chairman, Mr. Shivshankar Lature, and Mrs. Suchitra Shivshankar Lature as its members.

e) Committee of Directors

As on March 31, 2024, the Committee of Directors is comprises Mr. Shivshankar Lature, Mrs. Leena Govekar, Mrs. Suchitra Shivshankar Lature and Mr. Vivek Lature.

The details with respect to the Composition, powers, roles, terms of reference, etc. of the aforesaid committees are given in the “Corporate Governance Report” which is presented in a separate section and forms part of the Annual Report.

Compliance with secretarial standards on board and general meetings:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company complies with all the applicable provisions of the same during the year under review.

Internal Financial Control Systems and their Adequacy:

Our Company has in place adequate internal financial control system commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Company's operations, safe keeping of its assets, prevention and detection of frauds and errors, optimal utilisation of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed by the Audit Committee to maintain the highest standards of Internal Control. During the year under review, no material or serious observation has been received from the Auditors of your Company citing inefficiency or inadequacy of such controls. An extensive internal audit is carried out by M/s. DBS & Associates, Chartered Accountants and post audit reviews are also carried out to ensure follow up on the observations made.

Corporate Governance:

Our Company is fully committed to follow good Corporate Governance practices and maintain the highest business standards in conducting business. The Company continues to focus on building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance viz. integrity, equity, transparency, fairness, sound disclosure practices, accountability and commitment to values. Your Company was compliant with the provisions relating to Corporate Governance.

The report on Corporate Governance, as stipulated under Regulation 34 of SEBI Listing Regulations forms part of an integral part of this Annual Report. The Report on Corporate Governance also contains certain disclosures required under the Act.

A Certificate from M/s. Amruta Giradkar and Associates, Secretarial Auditor of the Company confirming compliance to the conditions of Corporate Governance as stipulated under SEBI Listing Regulation, is annexed to this Report.

Management Discussion and Analysis Report:

As per Regulation 34 of SEBI Listing Regulation, a separate section on Management Discussion and Analysis Report highlighting the business of your Company forms part of Annual Report it, inter-alia, provides details about the economy, business performance review of the Company's various businesses and other material developments during the year 2023-24.

Credit Ratings:

During the year under review, the Company has obtained credit ratings from various reputed agencies. For brief details of credit ratings refer Report on Corporate Governance.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future:

No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company's operations in future.

Maintenance of Cost Records:

During the year, the Company has maintained proper cost records as specified by the Central Government under Section 148(1) of the Act.

Auditors & Reports:

Statutory Auditors:

M/s. SPML & Associates, Chartered Accountants, Mumbai (Firm Registration No. 136549W) were appointed as Statutory Auditors of your Company at the 24th Annual General Meeting for a term of five consecutive years from the conclusion of 24th Annual General Meeting of Company till the conclusion of its 29th Annual General Meeting. Your Directors recommend the reappointment of M/s. SPML & Associates, Chartered Accountants, Mumbai (Firm Registration No. 136549W) for an additional term of five years, commencing from the end of 29th Annual General Meeting till the conclusion of 34th Annual General Meeting. The Company has received their eligibility certificate confirming that they are not disqualified from continuing as Auditors of the Company.

The Auditors' Report does not contain any qualifications, reservations, adverse remarks or disclaimers. Further, Notes to Accounts are self-explanatory and do not call for any comments.

Secretarial Auditor:

Pursuant to Section 204 of the Act, your Company had appointed M/s. Amruta Giradkar and Associates, Company Secretaries, as its Secretarial Auditors to undertake the Secretarial Audit of your Company for the financial year ended 31st March, 2024. The Secretarial Audit Report in the prescribed Form No. MR-3 is attached as Annexure II.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in its Report.

Cost Auditor:

Pursuant to Section 148 of the Act, your Company had appointed M/s. Avnesh Jain & Associates, Cost Accountants (Firm Registration No. 101048) as its Cost Auditor to undertake the Cost Audit of your Company for the financial year ended 31st March, 2024. The Cost Auditors' Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

The remuneration payable to the Cost Auditor is subject to ratification by the Members at the Annual General Meeting. Accordingly, the necessary Resolution for ratification of the remuneration payable to M/s. Avnesh Jain & Associates, Cost Accountants, to conduct the audit of cost records of the Company for the financial year 2024-25 has been included in the Notice of the forthcoming 29th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Act, and The Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, M/s DBS & Associates Chartered Accountants were re-appointed by the Board of Directors to conduct internal audit of the Company.

Reporting of Frauds by Auditors:

During the year under review, neither the Statutory Auditors, Secretarial Auditors or Cost Auditor have reported to the Audit Committee under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Board's Report.

Annual Return:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at www.suyogtelematics.co.in

Policies:

Code for Prevention of Insider Trading:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives and a Code of Fair Disclosure to formulate a framework and policy for disclosure of events and occurrences that could impact price discovery in the market for its securities as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code of Fair Disclosure has been made available on the Company's website at www.suyogtelematics.co.in and can be accessed at http://suyogtelematics.co.in/corporate-governance-3-2/

Vigil Mechanism/Whistle Blower Policy:

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulation to report concerns about unethical behavior.

The policy is to provide a mechanism, which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statement and reports, and so on. The employees of the Company have the right/ option to report their concern/ grievance to the Chairperson of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. During the year under review, no person was denied access to the Audit Committee.

Under the Whistle Blower Policy, confidentiality of those reporting violation(s) is protected and they shall not be subject to any discriminatory practices. This policy is uploaded on the Company's website at www.suyogtelematics.co.in and can be accessed at http://suyogtelematics.co.in/corporate-governance-3-2/

Corporate Social Responsibility (CSR) Policy:

The Company's CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this report. The Policy is available on the Company's website and can be accessed at http://suyogtelematics.co.in/corporate-governance-3-2/.

Company's Policy on Board Diversity, Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel:

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board will be able to leverage different skills, qualifications, professional experiences, perspectives and backgrounds, which is necessary for achieving sustainable and balanced development. The Board has adopted Board Diversity Policy and Nomination and Remuneration Policy of the Company on remuneration and other matters including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178, is placed on the website of the Company and can be accessible at http://suyogtelematics.co.in/corporate-governance-3-2/

Policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Our Company has always believed in providing a safe and harassment free workplace for every individual working in any office through various interventions and practices. The Company endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Our Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. The Company has zero tolerance approach for sexual harassment at workplace. There is an Internal Committee (“IC”) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

The details of complaints pertaining to sexual harassment that were filed, disposed of and pending during the financial year are provided in the Report of Corporate Governance.

Risk Management Policy:

The Company has devised and adopted a Risk Management Policy and implemented a mechanism for risk assessment and management. The policy provides for identification of possible risks associated with the business of the Company, assessment of the same at regular intervals and taking appropriate measures and controls to manage, mitigate and handle them. The key categories of risk jotted down in the policy are strategic risks, financial risks, operational risks and such other risk that may potentially affect the working of the Company. A copy of the risk management policy is placed on the website of the Company.

Pursuant to the requirement of Regulation 21 of the SEBI Listing Regulations, the Company is not liable to constitute a committee of Directors. Whereas a Board of Directors at their meetings review the risk to the Company, which in the opinion of the Board no risk exists which threaten the existence of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo:

The Company consciously makes all efforts to conserve energy across its operations. In terms of the provisions of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules 2014, the report on conservation of energy, technology absorption, foreign exchange earnings and outgo forms part of this report as Annexure IV.

Human Resources:

As a service Company, the Company's operations are heavily dependent on qualified and competent personnel. As on March 31, 2024, the total strength of the Company's permanent employees stood at 368 excluding casual & contract staff. Your Company takes significant effort in training all employees at various levels.

Particulars of Employees:

There are no employees drawing a monthly or yearly remuneration in excess of the limits specified under Section 197 of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any amendments thereof.

The information containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time is attached herewith as Annexure V.

Material changes and commitments, if any, affecting the financial position of the company occurred between the end of the financial year to which this financial statement relates and the date of the report:

There have been no other material changes and commitments that occurred after the close of financial year till the date of report, which may affect the financial position of the Company, except as stated in this report.

Directors' Responsibility Statement:

Pursuant to the requirement under Section 134(3)(c) of the Act, the Directors hereby confirm and state that:

a) in the preparation of the annual financial statements for the financial year ended March 31, 2024, the applicable accounting standards had been followed and no material departures have been made for the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on March 31, 2024 and of profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts for the year ended March 31, 2024 on a going concern basis;

e) they have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws sand that such systems were adequate and operating effectively.

The details of application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (“IBC”) during the year along with its status as at the end of Financial Year:

There was no application made or any proceeding pending under IBC during the year under review.

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

There was no instance of one-time settlement with any Bank or Financial Institutions during the period under review.

Others:

Our Directors confirms that there has been no failure in implementation of any Corporate Action during the financial year 2023-2024.

Cautionary Statement:

Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in a separate Section in this Report, describing the Company's objectives, projections, estimates and expectations may constitute ‘forward looking statements' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

Acknowledgement:

Your Directors would like to express their gratitude to the shareholders for reposing unstinted trust and confidence in the management of the Company and will also like to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance extended by our users, bankers, customers, Government & Non-Government Agencies & various other stakeholders.

Your Directors also place on record their appreciation of the vital contribution made by employees at all levels and their unstinted support, hard work, solidarity, cooperation and stellar performance during the year under review.

By order of the Board of Directors

Shivshankar Lature

Vivek Lature

For Suyog Telematics Limited

Managing Director

Whole Time Director

Place : Mumbai

DIN: 02090972

DIN: 02274098

Date : August 9, 2024

   


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